Old Mutual : First Scheme Effective, Pricing of Global Offer

Old Mutual plc

Ref 221/18

25 June 2018

UPDATE ON MANAGED SEPARATION - FIRST SCHEME EFFECTIVE, pricing of global offer by old mutual plc

First Scheme Effective

Further to the announcement by Old Mutual plc ('Old Mutual') on 20 June 2018 that the Court has sanctioned the First Scheme, Old Mutual is pleased to announce that the First Scheme became effective at 7.00 p.m. (London time) on 22 June 2018 in accordance with its terms. As part of the First Scheme, the Demerger Reduction of Capital and the Quilter Demerger have now taken effect and it is expected that the Second Scheme Court Hearing will take place later today.

Pricing of Global Offer

Following the announcement by Old Mutual on 11 June 2018 regarding the price range of the offer (the 'Global Offer') of up to 9.6% of the ordinary shares of Quilter plc ('Quilter') ('Ordinary Shares'), Old Mutual today announces the final offer price of 145 pence per Ordinary Share. The expected offering comprises of 165,010,507 Ordinary Shares to institutional placees, 1,002,064 Ordinary Shares to certain non-executive directors of Quilter and certain non-executive directors of Old Mutual, and an over-allotment option in respect of 16,501,050 Ordinary Shares. The offer price is payable in GBP or, in respect of South African placees, Rand (converted at the reference price of 17.85 Rand per GBP). The net proceeds expected to be received by Old Mutual plc is approximately £231.1 million (on the basis of the above reference price and including expected proceeds from certain non-executive directors of Quilter and certain non-executive directors of Old Mutual), excluding any proceeds of the over-allotment option if exercised.

Old Mutual is pleased to announce that admission of, and commencement of unconditional dealings in, Quilter plc to the London Stock Exchange and the Johannesburg Stock Exchange will take place at 8.00am (London time) today.

Timetable

Old Mutual expects the Global Offer and Managed Separation to occur in accordance with the dates and times set out in the Circular.

Defined terms used but not defined in this announcement have the meanings set out in the Circular.

BofA Merrill Lynch is acting as joint financial adviser and sponsor to Old Mutual in connection with the managed separation.

Rothschild is acting as independent financial adviser to Old Mutual on its managed separation including the Global Offer.

Enquiries

Notes to Editors

About Old Mutual plc

Old Mutual plc is a holding company for several financial services companies. In March 2016, it announced a new strategy of managed separation entailing the separation of its underlying businesses into independently-listed, standalone entities.

The two businesses below are now independent from Old Mutual.

BrightSphere Investment Group, a US based institutional asset manager, which rebranded from OM Asset Management in March 2018,

Quilter: Quilter (formerly Old Mutual Wealth) is a leader in the UK and in selected offshore markets in wealth management, providing advice-led investment solutions and investment platforms to over 900,000 customers, principally in the affluent market segment.

The remaining businesses of Old Mutual include the following:

OML (which includes Old Mutual Emerging Markets): OML has an ambition to become a premium financial services group in sub-Saharan Africa and offers a broad spectrum of financial solutions to retail and corporate customers across key market segments in 17 countries.

Nedbank: Nedbank ranks as a top-5 bank by capital on the African continent and Ecobank, in which Nedbank maintains a 21.2% shareholding, ranks within the top-10 banks by assets on the African continent.

For the year ended 31 December 2017, Old Mutual reported an adjusted operating profit before tax of £2.0 billion. For further information on Old Mutual plc and the underlying businesses, please visit the corporate website atwww.oldmutualplc.com.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements with respect to certain of Old Mutual plc's, Quilter's and Old Mutual Limited's plans and their current goals and expectations relating to the execution of managed separation. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond Old Mutual plc's, Quilter's and Old Mutual Limited's control, including amongst other things, those set out in the circular published by Old Mutual plc on 20 April 2018 (the 'Circular'), the pre-listing statement published by Old Mutual Limited on 20 April 2018 (the 'OML PLS') and the prospectus published by Quilter on 20 April 2018 (the 'Quilter Prospectus'). As a result, the execution of Managed Separation may differ materially from the forward-looking statements set forth in this announcement. These forward-looking statements speak only as of the date on which they are made. Old Mutual plc, Quilter and OML expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement or any other forward-looking statements they may make.

IMPORTANT INFORMATION

This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States or in any other jurisdiction.

The securities to which these materials relate have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), or the securities laws of any state or other jurisdictions of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States. The securities to be issued in connection with the schemes are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

The release, publication or distribution of this announcement, the Circular, the OML PLS and the Quilter Prospectus in jurisdictions other than South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe may be restricted by law and therefore persons in whose possession any of this announcement, the Circular, the OML PLS and the Quilter Prospectus comes should inform themselves about, and observe, any such applicable restrictions or requirements. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposals to finalise the managed separation disclaim any responsibility or liability for the violation of such restrictions or requirements by any person.

This announcement does not comprise a prospectus or a prospectus equivalent document. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ('FAIS Act') and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of any securities or in relation to the business or future investments of Old Mutual plc, OML or Quilter is appropriate to the particular investment objectives, financial situations or needs of a prospective investor. Nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa, the United Kingdom, Malawi, Namibia, Zimbabwe or any other jurisdiction.

N M Rothschild & Sons Limited ('Rothschild'), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint financial adviser to Old Mutual plc and for no one else in relation to the Global Offer and will not be responsible to anyone other than Old Mutual plc for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Global Offer or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

Merrill Lynch International ('BofA Merrill Lynch'), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser and sponsor to Old Mutual plc and for no one else in relation to the managed separation and will not be responsible to anyone other than Old Mutual plc for providing the protections afforded to clients of BofA Merrill Lynch, nor for providing advice in relation to the managed separation or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.